What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-20 · 422 added, 582 removed, 85 unchanged (92% of the section changed)

Financial Statements

WETRADE GROUP INC

CONDENSED CONSOLIDATED BALANCE SHEETS

TECHNOLOGY HOLDINGS INC

CONSOLIDATED BALANCE SHEETS

(All amounts shown in U.S.

September 30,

Current assets:

2 unchanged sentences

Accounts receivable- non related parties, net

Other receivables-related parties

Assets related to discontinued operation

Total current assets

Total assets:

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

5 unchanged sentences

Total liabilities

Stockholders’ equity:

Stockholders’

Common stock;

no par value;

2,625,130 and 195,057,503 issued and outstanding at September 30, 2023 and December 31, 2022 respectively

2,625,130 issued and outstanding at March 31, 2024 and December 31, 2023 respectively

Additional paid in capital

Accumulated other comprehensive income

Accumulated other comprehensive loss

Accumulated deficits

(11,422,820 )

( 1,714,110 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

WETRADE GROUP INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Total stockholders’

Total liabilities and stockholders’

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three

September 30,

Months End March 31,

For the Three

September 30,

Service revenue, related party

Months End March 31,

Service revenue

1 unchanged sentence

Cost of revenue

( 6,902,250 )

( 1,391,665 )

( 7,670,836 )

Gross Profit/ (Loss)

( 1,294,980 )

Operating expenses

1 unchanged sentence

Total operating expenses

( 13,622,149 )

( 7,799,979 )

( 15,128,916 )

( 10,419,873 )

Loss from operations

( 12,386,850 )

( 9,094,959 )

( 14,290,582 )

( 8,893,028 )

Other expenses

( 5,365,900 )

( 4,355,420 )

Loss before income taxes

( 8,496,926 )

( 8,859,541 )

( 9,423,445 )

( 8,584,668 )

Income tax income/(expenses)

Net loss from continuing operation

$ ( 8,496,543 )

$ ( 8,657,091 )

$ ( 9,455,304 )

$ ( 8,538,873 )

Discontinued Operations:

Loss from discontinued operation

( 4,177,004 )

( 4,936,613 )

( 5,421,237 )

( 6,418,752 )

Profit/ (loss) before income taxes

Income tax expenses

Net profit/ (loss)

Comprehensive income

$ ( 12,673,547 )

$ ( 13,593,704 )

$ ( 14,876,541 )

$ ( 14,957,625 )

Net profit/ (loss)

Other comprehensive income

Foreign currency translation adjustment

Total comprehensive loss

$ ( 12,673,722 )

$ ( 13,593,704 )

$ ( 14,876,716 )

$ ( 14,957,625 )

Loss per share, basic and diluted

Total comprehensive profit

Profit /(Loss) per share, basic and diluted

*Weighted-average shares outstanding, basic and diluted

Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a reverse stock split and issuance of new shares.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

WETRADE GROUP INC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

Three months ended September 30, 2023

Comprehensive

Balance as of June 30, 2023

$ ( 3,917,104 )

$ ( 935,527 )

Reverse shares split

( 194,002,973 )

Stock issued during the period

Foreign currency translation adjustment

Disposition of discontinued operations

( 5,305,607 )

Net gain from discontinued operation

Net profit for the period

$ ( 8,496,543 )

Balance as of September 30, 2023

$ ( 16,590,652 )

Nine months ended September 30, 2023

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’

months ended March 31, 2024

Comprehensive

1 unchanged sentence

$ (11,422,820 )

$ ( 298,576 )

Reverse shares split

( 194,002,973 )

Stock issued during the period

Foreign currency translation adjustment

Disposition of discontinued operations

( 6,545,912 )

Net loss from discontinued operation

Net loss for the period

$ ( 9,455,304 )

Balance as of September 30, 2023

$ ( 16,590,652 )

Three months ended September 30, 2022

Other Comprehensive

Balance as of June 30, 2022

Share cancellation

( 120,418,995 )

Stock issued during the period

Stock compensation

Foreign currency translation adjustment

Disposition of discontinued operation

( 8,733,966 )

Net gain from discontinued operations

Net profit for the period

$ ( 8,657,091 )

Balance as of September 30, 2022

$ ( 8,100,966 )

Nine months ended September 30, 2022

Balance as of March 31, 2024

Three months ended March 31, 2023

Comprehensive

Balance as of December 31, 2022

Share cancellation

$ (1,714,110 )

Stock issued during the period

Stock compensation

Foreign currency translation adjustment

Disposition of discontinued operations

( 8,733,966 )

Net gain from discontinued operations

Net loss for the period

$ ( 8,538,873 )

Balance as of September 30, 2022

Balance as of March 31, 2023

$ (1,926,304 )

The accompanying notes are an integral part of these unaudited condensed consolidated f inancial statements.

WETRADE GROUP INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months Ended

September 30,

TECHNOLOGY HOLDINGS INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months Ended

Cash flows from operating activities:

$ ( 9,455,304 )

$ ( 8,538,873 )

Gain from discontinued operation

Loss from disposal operation

( 6,545,912 )

Net Profit/ (loss)

Gain from digital assets

(24,214,021 )

Digital assets impairment loss

Amortization of intangible asset

Changes in operating assets and liabilities:

Accounts receivables

Account receivable- related parties

Other receivables-related parties

( 5,805,500 )

Other receivables

Prepaid expenses

( 12,936,012 )

Prepaid expenses- related parties

( 2,312,339 )

Account payables

Account payable- related parties

Accrued expenses

Right of use assets

Lease liabilities

( 2,789,981 )

Other payables

( 2,276,992 )

Assets related to discontinued operations

Net cash flows provided by operating activities:

( 8,530,677 )

( 18,924,761 )

Cash flow from investing activities:

Digital assets

( 24,990,000 )

Loan receivables

Amortised expenses

Net cash used in investing activities:

( 23,375,159 )

Net cash flows used in operating activities

Cash flow from financing activities:

Proceed from issuance of common stock

Shareholders loan

2 unchanged sentences

Change in cash and cash equivalents:

( 18,608,595 )

Cash and cash equivalents, beginning of period

3 unchanged sentences

Cash paid for taxes

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

WETRADE GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

WeTrade Group, Inc was incorporated in the State of

Wyoming on March 28, 2019.

We currently pursue two corporate strategies.

One business strategy is to continue providing software development

services, and the other strategy is to acquire and hold bitcoin.

Software development

We provide AI-enabled software development services

to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types,

including industrial and other businesses.

Bitcoin Acquisition Strategy

Our bitcoin acquisition strategy generally involves

acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions,

issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase

We view our bitcoin holdings as long-term holdings

and expect to continue to accumulate bitcoin.

We have not set any specific target for the amount of bitcoin we seek to hold, and we will

continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.

This overall strategy also contemplates that we may

(i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with

strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that

are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate

funds using our bitcoin holdings.

We believe that, due to its limited supply, bitcoin

offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation

in the long-term.

The following table presents a roll-forward of our bitcoin holdings,

including additional information related to our bitcoin purchases, and digital asset impairment losses during the period:

Schedule of digital asset impairment losses

Source of capital used to purchase Bitcoin

Digital asset original cost basis

Digital asset impairment losses

Digital asset carrying amount

Approximate number of Bitcoin held

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TECHNOLOGY HOLDINGS INC

TO CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF BUSINESS

Technology Holdings Inc (Formerly known as WeTrade Group, Inc) was incorporated in the State of Wyoming on March 28, 2019.

pursue two corporate strategies.

One business strategy is to continue providing software development services, and the other strategy

is to acquire and hold bitcoin.

provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS

software solutions for businesses of all types, including industrial and other businesses.

Acquisition Strategy

bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and

from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions

with the objective of using the proceeds to purchase bitcoin.

view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.

We have not set any specific target for

the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional

financings to purchase additional bitcoin.

overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash

for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into

additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies

to create income streams or otherwise generate funds using our bitcoin holdings.

believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the

potential to serve as a hedge against inflation in the long-term.

following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and

digital asset impairment losses during the period:

asset original cost basis

digital asset

Value of digital asset

number of Bitcoin held

at December 31, 2023

asset purchase

asset impairment loss

( 2,591,490 )

at September 30, 2023

( 2,591,490 )

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

Cautionary Statement

This Form 10-Q has not undergone external audit review.

The information presented herein is the responsibility of the Company’s management and has not been verified for accuracy by independent

On completion of the review of auditors, the company will file an amended 10-Q/A upon the completion of audit review.

Basis of Preparation of Financial Statements

The condensed consolidated financial statements have

been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

The condensed

consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant inter-company

transactions and balances have been eliminated in consolidation.

The condensed consolidated financial statements of

the Company as of and for the nine months ended September 30, 2023 and 2022 are unaudited.

In the opinion of management, all adjustments

(including normal recurring adjustments) that have been made are necessary to fairly present the financial position of the Company as

of September 30, 2023, the results of its operations for the nine months ended September 30, 2023 and 2022, and its cash flows for the

nine months ended September 30, 2023 and 2022.

Operating results for the quarterly periods presented are not necessarily indicative of

the results to be expected for a full fiscal year.

The statements and related notes have been prepared

pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Accordingly, certain information

and footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been omitted pursuant to

such rules and regulations.

These financial statements should be read in conjunction with the financial statements and other information

included in the Company’s Annual Report on Form 10-K as filed with the SEC for the fiscal year ended December 31, 2022.

Revenue recognition

The Company follows the guidance of Accounting Standards

Codification (ASC) 606, Revenue from Contracts .

ASC 606 creates a five-step model that requires entities to exercise judgment when

considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance

obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate

performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

The Company only applies the five-step

model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services

it transfers to its clients.

Digital Assets

The Company accounts for its digital assets, which

are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”)

350, Intangibles—Goodwill and Other.

The Company’s digital assets are initially recorded at cost.

Subsequently, they are measured

at cost, net of any impairment losses incurred since acquisition.

Impairment losses are recognized as “Digital asset impairment

losses” in the Company’s Consolidated Statement of Operations in the period in which the impairment occurs.

Gains (if any)

are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Consolidated

Statements of Operations.

In determining the gain to be recognized upon sale, the Company calculates the difference between the sales

price and carrying value of the specific bitcoins sold immediately prior to sale.

The following table summarizes the Company’s

digital asset holdings as of:

Schedule of digital asset holdings

September 30,

value change during the period

at March 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Preparation of Financial Statements

condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United

States of America (“GAAP”).

The condensed consolidated financial statements include the financial statements of the Company

and its subsidiaries.

All significant inter-company transactions and balances have been eliminated in consolidation.

condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2024 and 2023 are unaudited.

In the opinion of management, all adjustments (including normal recurring adjustments) that have been made are necessary to fairly present

the financial position of the Company as of March 31, 2024, the results of its operations for the three months ended March 31, 2024 and

2023, and its cash flows for the three months ended March 31, 2024 and 2023.

Operating results for the quarterly periods presented are

not necessarily indicative of the results to be expected for a full fiscal year.

statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the

“SEC”).

Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance

GAAP have been omitted pursuant to such rules and regulations.

These financial statements should be read in conjunction with

the financial statements and other information included in the Company’s Annual Report on Form 10-K as filed with the SEC for the

fiscal year ended December 31, 2023.

Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts .

ASC 606 creates a five-step

model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts

or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction

price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance

obligation is satisfied.

The Company only applies the five-step model to contracts when it is probable that the Company will collect

the consideration it is entitled to in exchange for the services it transfers to its clients.

Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with

Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other.

The Company’s digital assets are

initially recorded at cost.

Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition.

losses are recognized as “Digital asset impairment losses”

in the Company’s Consolidated Statement of Operations in

the period in which the impairment occurs.

Gains (if any) are not recorded until realized upon sale, at which point they are presented

net of any impairment losses in the Company’s Consolidated Statements of Operations.

In determining the gain to be recognized upon

sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior

following table summarizes the Company’s digital asset holdings as of:

Approximate number of bitcoins held

Digital assets carrying value

Cumulative asset impairment losses

As of September 30, 2023, approximately 833 .19

of the bitcoins held by the Company, which had a carrying value of approximately $22.4

22,398,510 million on the Company’s Consolidated Balance Sheet as of September 30, 2023.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments

purchased with a maturity period of three months or less to be cash or cash equivalents.

The carrying amounts reported in the accompanying

unaudited condensed consolidated balance sheets for cash and cash equivalents approximate their fair value.

All of the Company’s

cash that is held in bank accounts in Singapore, Hong Kong and PRC are not protected by Federal Deposit Insurance Corporation (“FDIC”)

Foreign Currency

The Company’s principal country of operations

The accompanying condensed consolidated financial statements are presented in US$.

The functional currency of the Company

is US$, and the functional currency of the Company’s subsidiaries is RMB.

The condensed consolidated financial statements are translated

into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses.

accounts are translated at their historical exchange rates when the capital transactions occurred.

The resulting translation adjustments

are recorded as a component of shareholders’ equity included in other comprehensive income.

Gains and losses from foreign currency

transactions are included in profit or loss.

There were no gains and losses from foreign currency transactions from the inception to September

Schedule of exchange rate

September 30,

Gain on digital assets during the period/ Year

of March 31, 2024, approximately 833.19 of the bitcoins held by the Company, which had a carrying value of approximately $59.4 million

on the Company’s Consolidated Balance Sheets as of March 31, 2024.

and Cash Equivalents

Company considers all highly liquid debt instruments purchased with a maturity period of three months or less to be cash or cash equivalents.

The carrying amounts reported in the accompanying unaudited condensed consolidated balance sheets for cash and cash equivalents approximate

their fair value.

All of the Company’s cash that is held in bank accounts in Hong Kong and PRC are not protected by Federal Deposit

Insurance Corporation (“FDIC”) insurance.

Company’s principal country of operations is the PRC.

The accompanying condensed consolidated financial statements are presented

The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB.

The condensed

consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average

exchange rates as to revenues and expenses.

Capital accounts are translated at their historical exchange rates when the capital transactions

The resulting translation adjustments are recorded as a component of shareholders’

equity included in other comprehensive

Gains and losses from foreign currency transactions are included in profit or loss.

There were no gains and losses from foreign

currency transactions from the inception to March 31, 2024.

US$ exchange rate

The balance sheet amounts, with the exception of equity,

September 30, 2023 and December 31, 2022 were translated at 7.27 RMB and 6.9 RMB to US$ 1.00 , respectively.

The equity accounts were stated

at their historical rates.

The average translation rates applied to statements of operations and comprehensive income accounts for the

period ended September 30, 2023 and year ended December 31, 2022 were 7.05 RMB and 6.75 RMB to US$ 1.00 , respectively.

Cash flows were

also translated at average translation rates for the year and, therefore, amounts reported on the statement of cash flows would not necessarily

agree with changes in the corresponding balances on the condensed consolidated balance sheet.

The transactions dominated in SGD are immaterial.

balance sheet amounts, with the exception of equity, March 31, 2024 and December 31, 2023 were translated at 7.22 RMB and 7.09 RMB to

US$1.00, respectively.

The equity accounts were stated at their historical rates.

The average translation rates applied to statements

of operations and comprehensive income accounts for the period ended March 31, 2024 and year ended December 31, 2023 were 7.18 RMB and

7.08 RMB to US$1.00, respectively.

Cash flows were also translated at average translation rates for the year and, therefore, amounts

reported on the statement of cash flows would not necessarily agree with changes in the corresponding balances on the condensed consolidated

balance sheet.

Consolidation

The Company’s condensed consolidated financial

statements include the financial statements of the Group and subsidiaries.

All transactions and balances among the Group and its subsidiaries

have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity

with US GAAP requires management to make judgement estimates and assumptions that affect the amounts reported in the condensed consolidated

financial statements and accompanying notes.

Management believes that the estimates used in preparing the financial statements are reasonable

Company’s condensed consolidated financial statements include the financial statements of the Group and subsidiaries.

All transactions

and balances among the Group and its subsidiaries have been eliminated upon consolidation.

preparation of financial statements in conformity with US GAAP requires management to make judgement estimates and assumptions that affect

the amounts reported in the condensed consolidated financial statements and accompanying notes.

Management believes that the estimates

used in preparing the financial statements are reasonable and prudent;

however, actual results could differ from these estimates.

Significant accounting estimates include the allowance for doubtful

accounts, useful lives of intangible asset, valuation of deferred tax assets, and certain accrued liabilities such as contingent liabilities.

Accounts Receivable

Accounts receivables are presented net of allowance

for doubtful accounts.

The Company uses specific identification in providing for bad debts when facts and circumstances indicate that

collection is doubtful and based on factors listed in the following paragraph.

If the financial conditions of its customers were to deteriorate,

resulting in an impairment of their ability to make payments, additional allowance may be required.

The Company maintains an allowance for doubtful accounts

which reflects its best estimate of amounts that potentially will not be collected.

The Company determines the allowance for doubtful

accounts on general basis taking into consideration various factors including but not limited to historical collection experience and

credit-worthiness of the customers as well as the age of the individual receivables balance.

Additionally, the Company makes specific

bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible.

facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability.

The Company adopted Accounting Standards Update No.

2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize operating and financing lease liabilities and corresponding

right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash

flows arising from leasing arrangements.

Operating leases are included in operating lease right-of-use

(“ROU”) assets and short-term and long-term lease liabilities in our condensed consolidated balance sheets.

Finance leases

are included in property and equipment, other current liabilities, and other long-term liabilities in our condensed consolidated balance

ROU assets represent the Company’s right to

use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising

from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments

over the lease term.

As most of the leases do not provide an implicit rate, we use the industry incremental borrowing rate based on the

information available at commencement date in determining the present value of lease payments.

accounting estimates include the allowance for doubtful accounts, useful lives of intangible asset, valuation of deferred tax assets,

and certain accrued liabilities such as contingent liabilities.

receivables are presented net of allowance for doubtful accounts.

The Company uses specific identification in providing for bad debts

when facts and circumstances indicate that collection is doubtful and based on factors listed in the following paragraph.

If the financial

conditions of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowance may

Company maintains an allowance for doubtful accounts which reflects its best estimate of amounts that potentially will not be collected.

The Company determines the allowance for doubtful accounts on general basis taking into consideration various factors including but not

limited to historical collection experience and credit-worthiness of the customers as well as the age of the individual receivables balance.

Additionally, the Company makes specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate

that an account is uncollectible.

The facts and circumstances of each account may require the Company to use substantial judgment in

assessing its collectability.

Company adopted Accounting Standards Update No.

2016-02, Leases (Topic 842) (ASU 2016-02), and generally requires lessees to recognize

operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures

surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

leases are included in operating lease right-of-use (“ROU”) assets and short-term and long-term lease liabilities in our

condensed consolidated balance sheets.

Finance leases are included in property and equipment, other current liabilities, and other long-term

liabilities in our condensed consolidated balance sheets.

assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s

obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date

based on the present value of lease payments over the lease term.

As most of the leases do not provide an implicit rate, we use the industry

incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

We use the implicit rate when readily determinable.

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

The lease terms may include options

to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments is

recognized on a straight-line basis over the lease term.

ASU 2016-02 requires that public companies use a secured

incremental browning rate for the present value of lease payments when the rate implicit in the contract is not readily determinable.

We determine a secured rate on a quarterly basis and update the weighted average discount rate accordingly.

Software Development Costs

We apply ASC 985-20, Software—Costs of Software

to Be Sold, Leased, or Marketed, in analyzing our software development costs.

ASC 985-20 requires the capitalization of certain software

development costs subsequent to the establishment of technological feasibility for a software product in development.

Research and development

costs associated with establishing technological feasibility are expensed as incurred.

Based on our software development process, technological

feasibility is established upon the completion of a working model.

In addition, we apply this to our review of development projects related

to software used exclusively for our SaaS subscription offerings.

In these reviews, all costs incurred during the preliminary project

stages are expensed as incurred.

Once the projects have been committed to and it is probable that the projects will meet functional requirements,

costs are capitalized.

Income taxes are determined in accordance with the

provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”).

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates

expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies

should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on

a tax return.

Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the

position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be measured as

the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with the tax authority

assuming full knowledge of the position and relevant facts.

The Company has subsidiaries in Singapore and PRC.

The operating lease ROU asset also includes any lease payments made and excludes

lease incentives.

The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

2016-02 requires that public companies use a secured incremental browning rate for the present value of lease payments when the rate

implicit in the contract is not readily determinable.

We determine a secured rate on a quarterly basis and update the weighted average

discount rate accordingly.

Development Costs

apply ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed, in analyzing our software development costs.

985-20 requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility

for a software product in development.

Research and development costs associated with establishing technological feasibility are expensed

Based on our software development process, technological feasibility is established upon the completion of a working model.

In addition, we apply this to our review of development projects related to software used exclusively for our SaaS subscription offerings.

In these reviews, all costs incurred during the preliminary project stages are expensed as incurred.

Once the projects have been committed

to and it is probable that the projects will meet functional requirements, costs are capitalized.

taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes”

(“ASC Topic 740”).

this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the

financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities

are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are

expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income

in the period that includes the enactment date.

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements

uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the

financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of

being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

Company has subsidiaries in Singapore and PRC.

The Company is subject to tax in Singapore and PRC jurisdictions.

As a result of its future business activities, the Company will be required

to file tax returns that are subject to examination by the Inland Revenue Authority of Singapore and Tax Department of PRC.

As a result of its future

business activities, the Company will be required to file tax returns that are subject to examination by the Inland Revenue Authority

of Singapore and Tax Department of PRC.

(Loss) Per Share

Basic net income per share of common stock attributable

to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted-average shares of common

stock outstanding for the period.

Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying

outstanding stock-based awards, warrants, options, or convertible debt using the treasury stock method or the if-converted method, as

applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when

their effect is dilutive.

Potential dilutive securities are excluded from the

calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

As of September 30, 2023, there were no potentially

dilutive shares.

Schedule of potentially diluted shares

September 30,

net income per share of common stock attributable to common stockholders is calculated by dividing net income attributable to common

stockholders by the weighted-average shares of common stock outstanding for the period.

Potentially dilutive shares, which are based

on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants, options, or convertible debt using

the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share

of common stock attributable to common stockholders when their effect is dilutive.

dilutive securities are excluded from the calculation of diluted EPS in profit periods as their effect would be anti-dilutive.

of March 31, 2024, there were no potentially dilutive shares.

Statement of Operations Summary Information:

$ ( 9,455,304 )

$ ( 8,496,543 )

Net Profit/ (Loss)

Weighted-average common shares outstanding - basic and diluted

Net loss per share, basic and diluted

Fair Value Measurements

The Company follows guidance for accounting for fair

value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized

or disclosed at fair value in the financial statements on a recurring basis.

Additionally, the Company adopted guidance for fair value

measurement related to non-financial items that are recognized and disclosed at fair value in the financial statements on a non-recurring

The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving

significant unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active

markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices

included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset

or liability.

The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB

(including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management

to have a material impact on the Company’s present or future financial statements.

NOTE 4 – REVENUE

We are in the business of providing AI-enabled software

development services for industrial and other customers.

As of and for the period ended September 30,

2023, we generated revenues from customers amounting $2,229,009 2,229,999

Schedule of revenue

September 30,

Ycloud-SAAS business

Software development and industrial SAAS business

NOTE 5 – CASH AND CASH EQUIVALENTS

As of September 30, 2023, the Company held cash in

bank in the amount of $ 1,416,885 , which consist of the following:

Schedule of held cash in bank in the amount

September 30,

Bank Deposits-USA

Net Profit/ (loss) per share, basic and diluted

Value Measurements

Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value

measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis.

Additionally,

the Company adopted guidance for fair value measurement related to non-financial items that are recognized and disclosed at fair value

in the financial statements on a non-recurring basis.

The guidance establishes a fair value hierarchy that prioritizes the inputs to

valuation techniques used to measure fair value.

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The three levels of the fair

value hierarchy are as follows:

1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access

at the measurement date.

2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

or indirectly.

3 inputs are unobservable inputs for the asset or liability.

The carrying amounts of financial assets such as cash approximate their

fair values because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange

Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

are in the business of providing AI-enabled software development services for industrial and other customers.

of and for the period ended March 31, 2024, there were no revenue were generated in SAAS business during the period.

CASH AND CASH EQUIVALENTS

of March 31, 2024, the Company held cash in bank in the amount of $668,388, which consist of the following:

Bank Deposits- Outside USA

NOTE 6 – DIGITAL ASSETS

As of September 30, 2023, digital assets holdings

are as follow:

Schedule of digital assets holdings

September 30,

DIGITAL ASSETS

of March 31, 2024, digital assets holdings are as follow:

Opening balance

Purchase of BTC

Impairment losses of digital assets

( 2,591,490 )

Gain from digital assets

Ending balance

As of September 30, 2023, the Company has

purchase approximately 833

BTC at the total cost of $24,990,000 22,398,510 .

For the nine months ended September 30, 2023, the Company recognized impairment loss of $ 2,591,490

on digital assets.

NOTE 7 – ACCOUNT RECEIVABLES, NET

As of September 30, 2023, accounts receivable are

related to the services fee receivables from customers as follow:

Schedule of account receivable

September 30,

of March 31, 2024, the Company has purchase approximately 833 BTC at the total cost of $24,990,000.

For the three months ended March

31, 2024 and 2023, the Company recognized gain of $24,214,021 and $10,216,901 on digital assets respectively.

ACCOUNT RECEIVABLES

of March 31, 2024, accounts receivable are related to the services fee receivables from customers as follow:

Accounts Receivables

The Company does not require collateral for accounts

The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses.

The Company records

the allowance against bad debt expense through the condensed consolidated statements of operations, included in general and administrative

expense, up to the amount of revenues recognized to date.

Receivables are written off and charged against the recorded allowance when

the Company has exhausted collection efforts without success.

NOTE 8 – PREPAYMENTS

As of September 30, 2023, prepayments consist of the

Schedule of prepayments

September 30,

Company does not require collateral for accounts receivable.

The Company maintains an allowance for its doubtful accounts receivable

due to estimated credit losses.

The Company records the allowance against bad debt expense through the condensed consolidated statements

of operations, included in general and administrative expense, up to the amount of revenues recognized to date.

Receivables are written

off and charged against the recorded allowance when the Company has exhausted collection efforts without success.

of March 31, 2024, prepayments consist of the following:

Digital assets

As of September 30, 2023, there are prepayment of

approximately $ 12,125,500 for the 40% prepayment of 1000 BTC, which is expected to be delivered by end of November 2023 with the lock

up price of $30,000 per BTC.

NOTE 9 – AMOUNT DUE TO RELATED PARTIES

Schedule of due to related parties

September 30,

of March 31, 2024, there are prepayment of approximately $12,125,500 for the 40% prepayment of 1000 BTC, which is expected to be delivered

by May 2024 with the lock up price of $30,000 per BTC.

AMOUNT DUE TO RELATED PARTIES

Related parties payable

Amount due to shareholders

Director fee payable

The related party balance of $ 719,683 represented

advances and professional expenses paid on behalf by Shareholders, which consist of audit fees, lawyers’ fee and other professional

As of September 30, 2023, the director fee payable

of $ 954,000 represented the accrual of director fees from the appointment date to September 30, 2023.

NOTE 10 – ACCRUED EXPENSES

As of September 30, 2023, accrued expenses consists

of outsourcing expenses of software developments as follow:

Schedule of accrued expenses

September 30,

Software development fee for outsource staffs

NOTE 11 – DISCONTINUED OPERATIONS

On September 29, 2023, the Company’s Board of

Directors passed a resolution to dissolve the operation of WeTrade Information System Limited and its wholly owned subsidiaries, resulting

in a gain on disposal of $ 1,124,675 .

Loss from discontinued operations for the period ended September 30, 2023 and 2022 was as follows:

Schedule of discontinued operations

related party balance of $282,535 represented advances from former shareholders for Company’s daily operation.

of March 31, 2024, the amount due to shareholders of $595,197 represented advances and professional expenses paid on behalf by Shareholders,

which consist of audit fees, lawyers’

fee and other professional expenses.

of March 31, 2024, the director fee payable of $844,000 represented the accrual of director fees from the appointment date to March 31,

amount due to related parties are interest free, no collateral and have no fixed of repayment period.

10 –ACCOUNT PAYABLES

of March 31, 2024 and December 31, 2023, account payables are related to the software services fee payables to suppliers as follow:

Account payables

OTHER PAYABLES

of March 31, 2024, other payables consists of unpaid professional fee as follow:

Professional fees

professional balance of $1,840,000 are included outstanding legal fees in relation to shareholders’

litigation, BTC consultant

fee and listing compliance fee owing to professional parties.

SHAREHOLDERS’

Company has an unlimited number of ordinary shares authorized, and has issued 2,625,130 shares with no par value as of March 31, 2024.

March 29, 2019, the Company has issued 100,000,000 shares with no par value to thirty-three founders.

On September 3, 2019, the Company

has issued a total 74,000 shares at $3 each to 5 non-US shareholders.

The total outstanding shares has increased to 100,074,000 shares

as of December 31, 2019.

February 2020, there are 1,666,666 shares were issued at $3 per share to 2 new shareholders.

On July 10, 2020, the Company issued another

26,000 shares at $3 per share to 2 new shareholders and the total outstanding shares has increased to 101,766,666 shares.

September 15, 2020, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation

to effect 3 for 1 forward stock split.

The total issued and outstanding shares of the Company’s common stock has been increased

from 101,766,666 to 305,299,998 shares, with the par value unchanged at zero.

September 21, 2020, there are 151,500 shares issued at $5 per share to 303 new shareholders, the Company’s common stock issued

has been increased to 305,451,498 shares as of December 31, 2020.

April 13, 2022, the Company and 15 shareholders entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”),

pursuant to which Company and the 15 Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”).

Upon completion of the transaction, the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares

to 185,032,503 shares as of June 30, 2022.

July 21, 2022, the Company completed uplisting of its common stock to the Nasdaq Capital Market, and the closing of its public offering

of 10,000,000 shares of common stock with the gross proceeds of $40,000,000 and net proceeds of $37,057,176 after deducting the total

offering cost of $2,942,824.

The shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis.

shares continue to trade under the stock symbol “WETG.”

The Company’s total issued and outstanding common stock has

been increased to 195,032,503 shares after the offering.

July 22, 2022, the Company issued 25,000 shares of common stock to certain service providers for services in connection with the public

offering, the fair value of the share was $477,500.

The Company’s total issued and outstanding common stock has been increased

to 195,057,503 shares in 2022.

June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation

to effect 1 for 185 reverse stock split (“Reverse Stock Split”).

The total issued and outstanding shares of the Company’s

common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero .

September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has

been increased to 2,625,130 shares as of March 31, 2024.

Company is subject to U.S.

Federal tax laws.

The Company has not recognized an income tax benefit for its operating losses in the United

States because the Company does not expect to commence active operations in the United States.

are several subsidiaries were incorporated in Hong Kong and are subject to Hong Kong profits tax at a tax rate of 16.5%.

Company is currently conducting its certain operations in the PRC through its subsidiaries, which are subject to tax from 15% to 25%.

14- SUBSEQUENT EVENTS

March 1,2024, the Company entered into that the share purchase agreement (the “Purchase Agreement”) with certain existing

shareholders (the “Sellers”) of Future Dao Group Holding Limited, an exempted company incorporated and existing under the

laws of the Cayman Islands(the “Target”),pursuant to which the Company agrees to purchase from the Sellers indirectly through

Next Investment Group Limited,a wholly-owned subsidiary of the Company (“Next Investment”), and the Sellers agree to sell

to Next Investment, an aggregate of 2,000 ordinary shares (the “Purchased Shares”) of the Target (the “Transaction”)

at a per share purchase price of $6,698 per share for an aggregate purchase price of $13,396,000 (the “Purchase Price”).Pursuant

to the Purchase Agreement, at the closing of the Transaction, the Company will pay the Purchase Price by issuing to the Sellers an aggregate

of 3,940,000 shares of common stock of the Company (the “Next Technology Common Stock”) based on an agreed-upon valuation

of $3.4 per share (the “Per Share Price”).

The Per Share Price is above $3.19, which is the average price per share of the

shares of common stock of the Company traded on Nasdaq Capital Market in the five trading days prior to the signing date of the Purchase

Pursuant to the Purchase Agreement, each Seller will receive its portion of the Company’s Common Stock proportionate

to the number of the Purchased Shares to be sold by such Seller to Next Investment under the Purchase Agreement, the transaction is expected

to complete in end of April 2024.

of Company name

April 2, 2024, Next Technology Holdings Inc (the “Company”) changed its name to Next Technology Holding Inc.

The name change

was made pursuant to the Wyoming Business Corporations Act, and an amendment to Article I of the Company’s Amended and Restated

Articles of Incorporation was filed with the Wyoming Secretary of State on March 18, 2024 (Amendment ID:

2024-004669585).

common stock will continue to trade on the NASDAQ Stock Market under the ticker symbol "NXTT".

Outstanding stock certificates

for shares of the company are not affected by the name change.

They continue to be valid and need not be exchanged.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of financial condition and results of operations should be read in conjunction with our financial statements

and related notes included elsewhere in this report.

This discussion contains forward-looking statements that involve risks, uncertainties

and assumptions.

See “Cautionary Note Regarding Forward-Looking Statements.”

Our actual results could differ materially from

those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

Technology Holdings Inc (formerly known as “WeTrade Group, Inc”) was incorporated in the State of Wyoming on March 28, 2019.

We currently pursue two corporate strategies.

One business strategy is to continue providing software development services, and the other

strategy is to acquire and hold bitcoin.

provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS

software solutions for businesses of all types, including industrial and other businesses.

Acquisition Strategy

bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and

from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions

with the objective of using the proceeds to purchase bitcoin.

view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin.

We have not set any specific target for

the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional

financings to purchase additional bitcoin.

overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash

for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into

additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies

to create income streams or otherwise generate funds using our bitcoin holdings.

believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the

potential to serve as a hedge against inflation in the long-term.

of Operations

of Operations for the Three months period Ended March 31, 2024 and 2023

following tables provide a comparison of a summary of our results of operations for the three months period ended March 31, 2024 and

Service revenue

1 unchanged sentence

Operating Expenses:

General and Administrative

Operations Loss

( 11,998,681 )

Other (expenses)/ revenue

Loss from discontinued operations before income tax

( 1,092,816 )

Gain from digital assets

General and administrative expenses

Net profit/ (loss) before income tax

Income tax expense

Gain from discontinued operation after tax

Loss on disposal of discontinued operation

( 6,545,912 )

( 6,418,752 )

LOSS FROM DISCONTINUED OPERATION

$ ( 5,421,236 )

$ ( 6,418,752 )

The major components of assets and liabilities related

to discontinued operations are summarized below:

Schedule of assets and liabilities related to discontinued operations

September 30,

Current assets:

Cash and cash equivalents

Accounts receivables

Loan receivables

Property and equipment, net

Intangible asset

Other receivables

Total assets related to discontinued operations

Account payables

Other payables

Total liabilities related to discontinued operations

NOTE 12 – SHAREHOLDERS’ EQUITY

The Company has an unlimited number of ordinary shares

authorized, and has issued 2,625,130 shares with no par value as of September 30, 2023.

On March 29, 2019, the Company has issued 100,000,000

shares with no par value to thirty-three founders.

On September 3, 2019, the Company has issued a total 74,000 shares at $ 3 each to 5

non-US shareholders.

The total outstanding shares has increased to 100,074,000 shares as of December 31, 2019.

In February 2020, there are 1,666,666 shares were

issued at $ 3 per share to 2 new shareholders.

On July 10, 2020, the Company issued another 26,000 shares at $ 3 per share to 2 new shareholders

and the total outstanding shares has increased to 101,766,666 shares.

On September 15, 2020, the Wyoming Secretary of State

approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 3 for 1 forward stock split .

total issued and outstanding shares of the Company’s common stock has been increased from 101,766,666 to 305,299,998 shares, with

the par value unchanged at zero.

On September 21, 2020, there are 151,500 shares issued

at $ 5 per share to 303 new shareholders, the Company’s common stock issued has been increased to 305,451,498 shares as of December

On April 13, 2022, the Company and 15 shareholders

entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Company and the 15

Shareholders have cancelled 120,418,995 shares of Common Stock (“Cancellation Shares”).

Upon completion of the transaction,

the outstanding shares of the Company’s Common Stock has been decreased from 305,451,498 shares to 185,032,503 shares as of June

On July 21, 2022, the Company completed uplisting

of its common stock to the Nasdaq Capital Market, and the closing of its public offering of 10,000,000 shares of common stock with the

gross proceeds of $ 40,000,000 and net proceeds of $ 37,057,176 after deducting the total offering cost of $ 2,942,824 .

The shares were priced

at $ 4.00 per share, and the offering was conducted on a firm commitment basis.

The shares continue to trade under the stock symbol “WETG.”

The Company’s total issued and outstanding common stock has been increased to 195,032,503 shares after the offering.

On July 22, 2022, the Company issued 25,000 shares

of common stock to certain service providers for services in connection with the public offering, the fair value of the share was $ 477,500 .

The Company’s total issued and outstanding common stock has been increased to 195,057,503 shares in 2022.

On June 9, 2023, the Wyoming Secretary of State approved

the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1

for 185 reverse stock split (“Reverse Stock Split”).

The total issued and outstanding shares of the Company’s

common stock decreased from 195,057,503

shares, with the par value unchanged at zero 0 .

In September, 2023, there are 1,570,600 shares issued

with the total amount of $ 12,616,454 , the Company’s common stock issued has been increased to 2,625,130 shares as of September 30,

NOTE 13 – INCOME TAXES

The Company is subject to U.S.

Federal tax laws.

Company has not recognized an income tax benefit for its operating losses in the United States because the Company does not expect to

commence active operations in the United States.

UTour Pte Ltd (“UTour”) was incorporated

in Singapore and is subject to Singapore profits tax at a tax rate of 17 % .

Since UTour had no taxable income during the reporting period,

it has not paid Singapore profits taxes.

UTour has not recognized an income tax benefit for its operating losses in Singapore because

it does not expect to commence active operations in Singapore.

WeTrade Bit Technology Limited (“WBIT”)

was incorporated in Hong Kong and is subject to Hong Kong profits tax at a tax rate of 16.5 % .

Since WBIT had no taxable income during

the reporting period, it has not paid Hong Kong profits taxes.

WITL has not recognized an income tax benefit for its operating losses

in Hong Kong because the Company does not expect to commence active operations in Hong Kong.

The Company is currently conducting its major operations

in the PRC through its subsidiaries, which are subject to tax from 15 % to 25 % .

NOTE 14- SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company

has analyzed its operations subsequent to September 30, 2023, to the date these unaudited condensed consolidated financial statements

were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial

Net profit/ (loss)

from Operations

the three-month period ended March 31, 2024 and 2023, total revenue were $nil respectively.

and Administrative Expenses

the three months period ended March 31, 2024 and 2023, general and administrative expenses were $330,143 and $212,194 respectively.

increase is mainly due to increase in BTC consulting fee during the period.

other income of $24,214,021 is mainly due to gain from digital assets during the period.

a result of the factors described above, there was a net profit of $23,883,878 and net loss of $212,194 for the period ended March 31,

2024 and 2023, respectively.

The increase in net profit is mainly due to gain from digital assets during the period.

and Capital Resources

of March 31, 2024, we had cash on hand of $668,388.

There is no change in cash held during the period.

of March 31, 2024, our cash flow used in operating activities is $40,530 for the period ended March 31, 2024 as compared to the cash

flow used in operating activities of $212,194 in prior period.

The increase was mainly due to higher loss making were made in prior period.

provided by our financing activities was $40,635 for the period ended March 31, 2024 as compared to cash provided by financing activities

The decrease is mainly due to lesser in shareholders’

advance during the period as compare to the prior period.

does not materially affect our business or the results of our operations.

Sheet Arrangements

do not have any off-balance sheet arrangements.

Accounting Policies

prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”).

GAAP represents a comprehensive set of accounting and disclosure rules and requirements.

The preparation of our financial statements

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting

Our actual results could differ from those estimates.

We use historical data to assist in the forecast of our future results.

Deviations from our projections are addressed when our financials are reviewed on a monthly basis.

This allows us to be proactive in

our approach to managing our business.

It also allows us to rely on proven data rather than having to make assumptions regarding our

Accounting Pronouncements

have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements

will have a material impact on the Company financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a “smaller reporting company”

as defined by Item 10(f)(1) of Regulation S-K, and as such are not required to provide

the information contained in this item pursuant to Item 305 of Regulation S-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements